Good Governance Guides

Good Governance Guide: No 3.5

Category: Meetings
Subject: In-Camera Meetings
Source: Chartered Secretaries Canada

In-camera meetings are called by the Chair (or the Lead Director) as either stand-alone meetings or as a separate private meeting at the end of a regularly scheduled Board meeting. Management may or may not be invited, depending on the topic to be addressed. The purpose of such meetings, wherein the Secretary is not present, is to discuss particularly sensitive issues such as but not limited to the following:

• Strategic matters involving acquisitions, mergers, consolidations;
• litigation;
• Compensation of the CEO and senior Executive Team;
• succession planning;
• Negotiations;
• Financial matters; and
• Public interest issues.

A resolution should convene and terminate the in-camera meeting when called at the end of a regularly scheduled meeting. Otherwise, there should be a formal “Notice” of the in-camera meeting and a resolution to terminate. Any such resolutions should be recorded in the Minutes of the Meeting.

The matters discussed “in-camera” are not to be discussed outside the meeting by those in attendance.

Your organization may well wish to consider a By-law respecting “in-camera” meetings.